Gold Mountain Limited
Annual Report 2023

Plain-text annual report

Annual Report 2023 Gold Mountain Limited ABN 79 115 845 942 CORPORATE DIRECTORY GOLD MOUNTAIN LIMITED ABN 79 115 845 942 ASX: GMN Directors Share Register David Evans Executive Director Boardroom Pty Limited Syed Hizam Alsagoff Non-executive Director Aharon Zaetz Non-executive Director Grosvenor Place, Level 12, 225 George Street, SYDNEY NSW 2000, GPO Box 3993, SYDNEY NSW 2001 Management David Evans Executive Officer Rhys Davies Company Secretary Registered Office 24/589 Stirling Highway Cottesloe WA 6011 Australia Principal Place of Business 24/589 Stirling Highway Cottesloe WA 6011 Australia info@goldmountainltd.com.au www.goldmountainltd.com.au Telephone: 1300 737 760 Facsimile: 1300 653 459 Solicitor Bird & Bird Lawyers Level 22, 25 Martin Place SYDNEY NSW 2000 Australia Banker Australia and New Zealand Banking Group Limited Auditor KS Black & Co. Chartered Accountants Level 1, 251 Elizabeth Street, SYDNEY NSW 2000 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 1 LETTER TO SHAREHOLDERS Dear Shareholders, On behalf of the Board of Gold Mountain Limited, I am pleased to present to you our Annual Report for the year to 30 June 2023. During the 2023 financial year the Company successfully acquired a portfolio of highly prospective Brazil lithium projects and restructured the project management teams. The Company also commenced lithium exploration in Brazil and continued ongoing PNG Wabag copper gold exploration programs. Management recognised potential for a significant discovery at Mt Wipi after receiving very encouraging channel samples containing highly anomalous copper values. Subsequent remodelling of airborne magnetic data identified two strong areas of magnetic anomalism north of the drilled area which are postulated to be buried porphyry intrusive. Channel sampling in the areas adjacent to these magnetic anomalies returned GMN’s best copper intercepts to date from trenches further enhancing the potential of the area. GMN intends to drill these exciting targets in the coming year in the belief that the company is getting close to a possible discovery. World renowned Geologist Dr Steve Garwin wrote an independent presentation and review on the Wabag Project which utilised new technology that highlighted new drill targets and other areas for further sampling and testing. In the 2024 financial year, the company will continue to ramp up exploration within its Brazil lithium projects and PNG tenements. In PNG the primary focus being Mt Wipi, with the aim to continue the review and implementation of a new targeted exploration and drilling program. In addition, we will continue to evaluate a range of diversification opportunities in Australia and abroad as we recognise that opportunities for value-added acquisitions, farm-ins, asset sales or mergers could de-risk investment and provide additional value creation for our shareholders. I extend my thanks to those shareholders that have continued to help fund the Company throughout the year and in recent capital raises. I would also like to thank my fellow directors Syed Hizam Alsagoff and Aharon Zaetz for their continued support and encouragement in setting the Company on an exciting new trajectory and clear pathway to success. To all shareholders of the Company, I thank you for your support and I genuinely believe Gold Mountain Limited is now positioned to capitalise on significant exploration results. David Evans Executive Director GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 2 TABLE OF CONTENTS CORPORATE DIRECTORY ............................................................................................................................................................................. 1 LETTER TO SHAREHOLDERS ....................................................................................................................................................................... 2 TABLE OF CONTENTS .................................................................................................................................................................................... 3 DIRECTORS’ REPORT .................................................................................................................................................................................... 4 Interest in the Shares and Options of the Company ................................................................................................................................... 6 Operations Report ..................................................................................................................................................................................... 10 Remuneration Report (Audited) ................................................................................................................................................................ 34 SCHEDULE OF TENEMENTS ....................................................................................................................................................................... 40 AUDITOR’S INDEPENDENCE DECLARATION ............................................................................................................................................ 42 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (for the year ended 30 June 2023) .............................. 43 STATEMENT OF FINANCIAL POSITION (as at 30 June 2023) .................................................................................................................... 44 STATEMENT OF CHANGES IN EQUITY (for the year ended 30 June 2023) ............................................................................................... 45 STATEMENT OF CASHFLOWS (for the year ended 30 June 2023) ............................................................................................................. 46 NOTES TO THE FINANCIAL STATEMENTS (for the year ended 30 June 2023) ......................................................................................... 47 DIRECTORS’ DECLARATION ....................................................................................................................................................................... 73 INDEPENDENT AUDITORS REPORT........................................................................................................................................................... 74 ADDITIONAL SHAREHOLDER INFORMATION (as at 14 September 2023) ................................................................................................ 78 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 3 DIRECTORS’ REPORT Your Directors submit the annual financial report of Gold Mountain Limited for the financial year ended 30 June 2023. In order to comply with the provisions of the Corporations Act, the Directors’ report as follows: KEY MANAGEMENT PERSONNEL DISCLOSURES DIRECTORS The names of Directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. Aharon Zaetz (appointed 16 March 2023) David Evans (appointed 16 March 2023) Pay Chuan “Paul” Lim (resigned 21 April 2023) Steven John Larkins (resigned 14 March 2023) Syed Hizam Alsagoff Tim Cameron (resigned 16 March 2023) Names, qualifications, experience, and special responsibilities Aharon Zaetz Non-Executive Director Qualifications DipLaw Experience Mr Zaetz is a lawyer and experienced director. He brings many years of legal expertise in corporate law, mergers and acquisitions, and business negotiations to his role including experience negotiating with tenement holders and landowners. As a seasoned lawyer, Aharon has assisted clients at all stages of their business journeys, from start-ups to established corporations. He is an experienced ASX investor and GMN shareholder Interest in Shares and Options 7,501,001 ordinary shares 2,666,667 quoted options exercisable at $0.01 expiring 7 March 2026 (GMNO) Directorships held in other listed entities No directorships held of ASX listed entities in the past three years Syed Hizam Alsagoff Non-Executive Director Qualifications B.Sc (Finance/Economics) Experience Interest in Shares and Options Directorships held in other listed entities Mr Alsagoff has extensive network and experience in investment and corporate strategies in Asia and globally, of over 20 years’ experience in senior operational and corporate leadership roles in diverse sector operations across several countries including distribution of industrial, electronic components and satellite manufacturing, engineering, construction, property, and infra-structure development. He is currently a board member and Audit Committee Chairman of Wasatah Capital, a private company in Saudi Arabia. 26,815,483 ordinary shares 5,000,000 performance options exercisable at $0.1460 with vesting conditions expiring 31/12/2025 (GMNAT) 5,363,096 quoted options exercisable at $0.01 expiring 7 March 2026 (GMNO) No directorships held of ASX listed entities in the past three years. Tim Cameron Previous Executive Director & CEO (resigned 16 March 2023) Experience Mr Cameron is an experienced mining executive with sound leadership, technical, corporate, and financial skills underpinned by a reputation of innovation, integrity, and determination. Mr Cameron's expertise encompasses strategic direction, acquisitions and business and project management. With experience in both domestic (Australia) and international (North America and Asia) operations, he has played an integral part in several successful exploration and open cut mining operations. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 4 Interest in Shares and Options Directorships held in other listed entities Not disclosed as resigned in the year No directorships held of ASX listed entities in the past three years Pay Chuan “Paul” Lim Non-Executive Director (resigned 21 April 2023) Qualifications B.S.E.E., M.Eng., PEPC, FIEM, PMP, ACPE, APEC Eng., IntPE(MY), AER Experience Paul Lim is an entrepreneur and a Chartered Professional Engineer of more than 20 years’ experience in multi- disciplinary organisations in the engineering industry; in power generation, transmission, distribution and automation systems, and telecommunications. He is the current Executive Director and Group Chief Executive Officer of Pestech International Berhad, a global integrated electrical power technology company listed in the Kuala Lumpur Stock Exchange (PEST:MK). Interest in Shares and Options Directorships held in other listed entities Not disclosed as resigned in the year No directorships held of ASX listed entities in the past three years Steven Larkins Non-Executive Director (resigned 14 March 2023) Qualifications B.Comm., LLB Experience Interest in Shares and Options Directorships held in other listed entities MANAGEMENT David Evans Qualifications Experience With extensive experience in the areas of capital markets, risk management, compliance, corporate governance and mineral exploration, Steven currently holds the role of General Manager – Markets Operations & Compliance at AIMS Financial Group. He has previously held senior stockbroking and investment banking positions at Commonwealth Bank of Australia, Bell Potter, Goldman Sachs and JBWere. He has also served as the Chief Executive Officer of High Peak Royalties (ASX:HPR), an oil and gas royalties company. Not disclosed as resigned in the year No directorships held of ASX listed entities in the past three years. Executive Director BSc David Evans is the founder, executive director and a major shareholder of Mars Mines Limited with business experience spanning over 28 years in the mining industry, financial services sector and more recently as an entrepreneur and Company founder/Director. Interest in Shares and Options 182,102,741 ordinary shares 8,905,834 quoted options exercisable at $0.02 expiring 25 March 2024 (GMNOB) 83,333,333 quoted options exercisable at $0.01 expiring 7 March 2026 (GMNO) No directorships held of ASX listed entities in the past three years Directorships held in other listed entities Rhys Davies Qualifications Company Secretary and Chief Financial Officer BSc (Hons), CA, AGIA GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 5 Experience Mr Davies is a Charted Accountant and Chartered Secretary with over 20 years experience as chief financial officer, company secretary and/or director of both ASX-listed and private companies across a range of sectors. Rhys is a member of the Australian Institute of Company Directors and holds an Honours degree in Applied Accounting from Oxford Brookes University in the UK. Interest in Shares and Options None Directorships held in other listed entities No directorships held of ASX listed entities in the past three years Interest in the Shares and Options of the Company DIRECTOR’S SHAREHOLDINGS As at the date of this report, the interests of the Directors in the securities of Gold Mountain Limited are: Director Name Shares and Options Shares and Options Direct Indirect Syed Hizam Alsagoff 10,433,483 ordinary shares 16,382,000 ordinary shares 2,086,696 quoted options exercisable at $0.01 expiring 7 March 2026 (GMNO) 3,276,400 quoted options exercisable at $0.01 expiring 7 March 2026 (GMNO) 5,000,000 performance options exercisable at $0.1460 with vesting conditions expiring 31/12/2025 (GMNAT) David Evans 182,102,741 ordinary shares 8,905,834 quoted options exercisable at $0.02 expiring 25 March 2024 (GMNOB) 83,333,333 unlisted options exercisable at $0.012 expiring 21 November 2023 Aharon Zaetz 7,501,001 ordinary shares 2,666,667 quoted options exercisable at $0.01 expiring 7 March 2026 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 6 Movement in equity instruments (other than options and rights) As at the date of this report, the interests of the Directors in the securities of Gold Mountain Limited are: Details of the movement in equity instruments (other than options and rights) held directly, indirectly, or beneficially by Directors and Key Management Personnel and their related parties are as follows: Balance at beginning of the Year Granted as remuneration during the Year Issued on Exercise of Options during the Year Other changes during the Year Balance at end of the Year 3,000,000 26,815,483 91,380,000 2,118,462 - 123,313,945 - - - - - - - (3,000,000) - - 26,815,483 - (91,380,000) (2,118,462) - - 7,501,001 7,501,001 - 182,102,741 182,102,741 - 93,105,280 216,419,225 Balance at beginning of the Year Granted as remuneration during the Year Issued on Exercise of Options during the Year Other changes during the Year Balance at end of the Year 500,000 19,915,333 50,000,000 1,818,462 72,233,795 - - - - - - - - - - 2,500,000 3,000,000 6,900,150 26,815,483 41,380,000 91,380,000 300,000 2,118,462 51,080,150 123,313,945 30 June 2023 Steven Larkins Syed Hizam Alsagoff Pay Chuan “Paul” Lim Tim Cameron Aharon Zaetz David Evans Total 30 June 2022 Steven Larkins Syed Hizam Alsagoff Pay Chuan “Paul” Lim Tim Cameron Total Exercise of Options No ordinary shares were issued by the Company during and/or since the end of the financial year as a result of the exercise of options by Directors and Key Management Personnel and their related parties. There are no unpaid amounts on the shares issued. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 7 Options and Rights Holdings Details of movements in options and rights held directly, indirectly, or beneficially by Directors and Key Management Personnel and their related parties are as follows: 30 June 2023 Balance at beginning of the Year Granted as remuneration during the Year Issued on Exercise of Options during the Year Other changes during the Year Balance at end of the Year Syed Hizam Alsagoff 7,433,382 Pay Chuan “Paul” Lim 21,398,333 - - Tim Cameron Steven Larkins Aharon Zaetz David Evans Total 30 June 2022 Syed Hizam Alsagoff Pay Chuan “Paul” Lim Tim Cameron Steven Larkins Total 20,133,333 30,000,000 1,566,666 - - - - - 50,531,714 30,000,000 - - - - - - - 2,929,714 10,363,096 (21,398,333) - (50,133,333) - (1,566,666) - 2,666,667 2,666,667 92,239,167 92,239,167 24,737,216 105,268,930 Balance at beginning of the Year Granted as remuneration during the Year Issued on Exercise of Options during the Year Other changes during the Year Balance at end of the Year 6,666,677 20,000,000 - - 909,231 20,000,000 - - 27,575,908 20,000,000 - - - - - 766,705 7,433,382 1,398,333 21,398,333 (775,898) 20,133,333 1,566,666 1,566,666 2,955,806 50,531,714 Options on issue at the date of this report are: Issue Date Number Expiry Date Exercise price* Number of holders ASX Code 30 Dec 2020 20,000,000 31 Dec 2025 25 March 2022 115,864,430 25 Mar 2024 21 Dec 2021 20,000,000 21 Dec 2026 21 November 2022 125,000,000 21 November 2023 7 March 2023 – 26 May 2023 611,661,063 7 March 2026 23 November 2022 10,0000,000 24 November 2024 23 November 2022 10,0000,000 24 November 2025 23 November 2022 10,0000,000 24 November 2026 $0.146 $0.020 $0.120 $0.012 $0.020 $0.030 $0.035 $0.040 3 187 2 1 281 1 1 1 GMNAT° GMNOB◇o GMNAU GMNAV GMNO GMNAW GMNAX GMNAY * Consistent with ASX Listing Rule 6.22, a reduction of $0.0015 is applied to the original exercise price of the $0.1475 unquoted options to $0.1460 following the pro-rata issue under a Rights Offer. ° GMNAT performance options under the Employee Share Option Plan (ESOP) are exercisable at $0.1460 (after adjustment of exercise price) until expiry date 31/12/2025 and subject to vesting condition that the total options granted shall be vested over 3 periods of 12 months per period. ◇o GMNOB - Quoted Options expiring 25 March 2024 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 8 Dividends No dividends have been paid or declared since the start of the financial year and/or the Directors do not recommend the payment of a dividend in respect of the financial year. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 9 Operations Report Principal Activities The principal activity of the Company during the financial period was to acquire, explore and develop areas that are highly prospective for gold and other precious and base metals and minerals in Brazil and Papua New Guinea. Operating and Financial Review (i) Operations Gold Mountain is an exploration company operating in Australia, Brazil and Papua New Guinea to acquire, explore and develop areas that are highly prospective for gold and other precious and base metals and minerals. The Company creates value for shareholders, through exploration activities which develop and quantify mineral assets. Once an asset has been developed and quantified within the framework of the JORC guidelines the Company may elect to move to production, to extract and refine ore which will then be available for sale as a primary product. The Company is actively exploring and developing the tenements in Brazil and Papua New Guinea. Please refer to the Review of Operations for more information on the status of the projects. (ii) Financial Performance & Financial Position The financial results of the Company for the five (5) years to 30 June 2023 are: 30 June 2023 30 June 2022 30 June 2021 30 June 2020 30 June 2019 Cash and cash equivalents 1,302,567 660,525 780,283 1,835,586 54,070 Net assets 11,117,318 24,076,361 27,740,321 25,434,816 20,296,725 Revenue & financial income 16,734 152,383 888,163 105,844 48,529 Net loss after tax (10,209,547) (18,072,128) (1,394,982) (1,569,877) (1,401,021) EBITDAX (1,221,478) (1,194,228) (1,394,982) (1,569,877) (1,401,021) Share price at 30 June Loss per share (cents) $0.007 (0.62) $0.005 (0.91) $0.030 (0.18) $0.066 (0.25) $0.066 (0.27) a) Financial Performance The net loss after tax of the Company for the financial year after tax amounted to $10,209,547 (2022: Loss $18,072,128). The Company is creating value for shareholders through its exploration expenditure and currently has no revenue generating operations. Revenue and financial income are generated from interest income from funds held on deposit and miscellaneous income. Due to the increase in interest rates the company has increased the level of interest earned on funds. During the year, the operations relating to the exploration projects continued and expanded as the Company undertook its exploration program, accordingly, deferred exploration expenditure increased from $9,132,679 at 30 June 2022 FY to $9,767,008 at 30 June 2023 after taking into account impairment of assets. b) Financial Position The 30 June 2023 financial report has been prepared on the going concern basis that contemplates the continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business. For the year ended 30 June 2023, the Company recorded a loss after tax of $10,244,004 (2022: Loss $18,072,128) and had a net working capital surplus of $1,342,964 (30 June 2022: $448,571). As the Company is an exploration and development entity, ongoing exploration and development activities are reliant on future capital raisings. Based on these facts, the Directors consider the going concern basis of preparation to be appropriate for this financial report. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 10 (iii) Business Strategies and Prospects for future financial years The Company actively evaluates the prospects of each project as results from each program become available, these results are available via the ASX platform for shareholders information. The Company then assesses the continued exploration expenditure and further asset development. The Company will continue the evaluation of its mineral projects in the future and undertake generative work to identify and acquire new resource projects. There are specific risks associated with the activities of the Company and general risks which are largely beyond the control of the Company and the Directors. The risks identified below, or other risk factors, may have a material impact on the future financial performance of the Company and the market price of the Company’s shares. a) Operating Risks The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, sovereign risk difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment. b) Environmental Risks The operations and proposed activities of the Company are subject to the laws and regulations of Australia, Brazil and Papua New Guinea concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. c) Economic General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development, and production activities, as well as on its ability to fund those activities. d) Market conditions Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as: (i) (ii) (iii) (iv) (v) (vi) general economic outlook; introduction of tax reform or other new legislation; interest rates and inflation rates; changes in investor sentiment toward particular market sectors; the demand for, and supply of, capital; and terrorism or other hostilities. The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company. e) Additional requirements for capital The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income, the Company will require further financing. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company. f) Speculative investment The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Company’s shares. Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to invest. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 11 Corporate Capital Raisings & Equity Securities On 3 October 2022, the Company announced the issue and allotment of 260,000,000 ordinary shares at an issue price of $0.006 per share following the capital raising announced 21 September 2022. On 23 November 2022, the Company advised it had issued 49,444,444 GMNOB class quoted options following Shareholder approval at the Company’s AGM. On 23 November 2022, the Company advised it had issued 95,000,000 ordinary shares to Mars Mines Limited (or their nominees) in relation to the acquisition of an initial 20% interest in the Brazilian lithium projects. On 22 December 2022, the Company announced that it had received commitments from new and existing sophisticated and professional investors to raise $2 million (before costs) through a placement of 266,666,666 new shares at an issue price of A$0.0075 per share (Placement). The Placement Shares were issued on 3 January 2023. Subscribers in the Placement will receive a 1:2 free-attaching option exercisable at A$0.01 each on or before 3 years from the date of issue. On 31 December 2022, 11,000,000 unlisted options exercisable at $0.146 each expired unexercised. On 19 January 2023, 16,666 GMNOA Options were exercised at $0.040. On 13 February 2023, the Company announced the issue of 125,000,000 ordinary shares at an issue price of $0.008 in consideration of 75% acquisition of the Salinas Lithium Project. On 16 February 2023, 100,111 GMNOA Options were exercised at $0.040. Board and Management On 14 March 2023, Steven Larkins resigned. On 16 March 2023 the Company announced the appointment of Aharon Zaetz and David Evans as non-executive directors and Tim Cameron resigned as director. On 21 April 2023, Pay Chuan “Paul” Lim resigned. On 16 June, the Company announced the appointment of Rhys Davies as Company Secretary and Chief Financial Officer, and that Dan Smith would resigned as of 30 June. Annual General Meeting On 18 November 2022, the Company announced that all resolutions put to shareholders at the 2022 Annual General Meeting were passed by way of a poll. Review of Operations GMN-Mars JV Projects (Gold Mountain 75%) On 19 September 2022, the Company entered into a proposed acquisition in earn up to a 75% interest in four (4) lithium projects in north- eastern Brazil, covering ~285km2 from Mars Mines Limited. The Proposed Transaction was approved by shareholders at the Company’s Annual General Meeting (AGM) in November 2022. On 24 January 2023 the Company announced the signing of an agreement with Mars Mines Limited (“Mars”) that effectively restructures and simplifies the joint venture (JV) previously in place covering the Juremal, Custodia, Jacurici, Cerro Cora and Porta D’Agua Projects. The original JV terms provided for an initial 20% interest in these assets to be held by Gold Mountain, with the ability to move to a 75% interest in the projects through $2.75m in JV expenditure within a two-year period. The revised terms, which came effective on 31 January 2023, will see Gold Mountain immediately move to a 75% JV interest. As part of the arrangement, the Company will make a $0.3m cash payment to Mars. Mars will remain free carried for its 25% until a decision to mine is made. On 19 June 2023 the Company reached an agreement with Mars, subject to shareholder approval, to expand the current Mars JV in Brazil to include a 75% interest in all of Mars’ current significant holdings in Brazil consisting of highly prospective battery metals tenements in Central and NE Brazil for a total consideration of 600 million GMN Ordinary shares. The JV terms are the same as the previous Mars Mines Limited transaction on 24 January 2023. A general meeting is to be held to obtain shareholder approval, as at the date of this report a meeting date has not been set. Gold Mountain Limited (“the Company”) has two main geographical areas for exploration activities. Brazil, where the Company is predominately exploring for Lithium, and Papua New Guinea, where the group is predominately exploring for Porphyry copper-gold and epithermal gold. Brazil Project Acquisitions Brazil The Company acquired a 75% interest in 4 project areas in NE Brazil with an area of 285 km2 on 22 November 2022 following a Due Diligence visit in October to three of the four project areas. The four Project areas acquired were Cerro Cora -Porta D’Água, Custodia, Juremal and Jacurici. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 12 On December 20 2022 GMN acquired the Salinas II project, consisting of 7 tenements with a combined area of 92.64 km2 in the Lithium Valley of Minas Gerais. These tenements are favourably located in relation to the source G4 granites and both inferred and known NE trending structures that are thought to control pegmatite intrusion zones. In June 2023 GMN announced that it proposed to acquire a large package of lithium, copper and copper-nickel tenements in Brazil. This package consists of 204 tenements with a total area of 3921 km2. The tenements are in both the Borborema Province and in the Aracuai Orogen, including the Lithium Valley region. Location of the initial four project areas in NE Brazil and the subsequently acquired Salinas II project. Personnel The Company secured the services of an experienced Exploration Manager for the lithium projects commencing in March 2023 and in mid-May an additional two geologists and an experienced field technician were added to the team. Additional recruiting is ongoing. These personnel form the core of a skilled technical team on the ground in Brazil that are progressing exploration now at a rate that was not previously possible. Further staff are to be recruited as the Company finds suitable personnel. Cerro Cora - Porta D’Água Project An initial visit by the Company to this project area was made in October 2022 and the analytical results of rock chip sampling of previously mined pegmatites showed that the pegmatites present were LCT pegmatites. An additional visit was made in June 2023 and planning for stream sediment sampling completed. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 13 Figure 1. Artisanal mine on a pegmatite mined for tantalum in the Cerro Corá-Porta D’água tenement region. Stream sediment sampling on the Cerro Cora - Porta D’Água and Custodia project will be completed in the September Quarter 2023. Custodia Project LCT pegmatites were also confirmed from rock chip sample geochemical data from the October 2022 visit. Soil sampling at Custodia on small reconnaissance grids was undertaken to determine the extent of the lithium present at the initial discovery site. Anomalies were found on both grids samples and are shown on figure 2. Stream sediment sampling of about 50 km2 of the tenements and additional geological mapping is planned to be completed in the September Quarter 2023. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 14 Figure 2 Soil sampling grids at Custodia with orange zones having values greater than 56 ppm Li at Central Grid and greater than 47 ppm Li at Southeast Grid. Juremal Highly weathered spodumene was found as float within and adjacent to tenement 870208/2022 at Juremal in October 2022 and LCT pegmatites were also confirmed from rock chip geochemical data. An additional visit made in June 2023 did not result in the location of more pegmatite float or outcrop, partly due to the heavy vegetation cover from the wet season. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 15 Highly weathered spodumene was found as float within and adjacent to tenement 870208/2022 at Juremal in October 2022. Figure 3. Highly weathered spodumene found adjacent to the GMN tenement in a zone striking into the tenement area. Planning of stream sediment sampling was completed and sampling was planned to commence in July 2023. Salitre South Pegmatites of two ages are present on the Salitre South tenement, one deformed and a second suite of undeformed pegmatites. Samples of both types of pegmatite have been collected and sent for analysis. Scale of the undeformed pegmatites has not been determined at present but will be assessed when soil sampling over the deformed and one undeformed pegmatite is completed and analytical results received. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 16 Figure 4 Target region with spodumene* (green circles) and pegmatite bodies (red circles). Soil sampling is ongoing, with 68 samples collected out of a total of 150 programmed. Salitre The Company is acquiring the four Salitre tenements which are contiguous with Salitre south and on which Mars Mines had collected over 1200 soil samples which are at the laboratory. These samples cover areas adjacent to the Salitre South tenement as well as the western margin of the block of four tenements. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 17 Soil Sampling carried out on the Salitre Project tenements. Figure 5. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 18 Figure 6. Magnetic gradient image at Salitre. Black star in 872267/2021 shows the location of the granite recently found. Black dashed line represents an interpreted eastern margin to the Early Lower Proterozoic granite. Ico The original reported spodumene occurrence was visited in conjunction with the landowner. Dense vegetation meant that the strike of the pegmatite could not be determined, nor its width. A shaft had been sunk to 9 metres depth and waste rock piles were sampled for analysis. The pegmatite is a post tectonic pegmatite with a substantial quartz core visible in one side of the shaft. The pegmatite looks to be of interest and is associated with a major structural zone. Production has been small amounts of beryl for market assessment purposes. Samples of the pegmatite have been submitted for analysis for LCT characteristics. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 19 Figure 7. Small shaft at Ico. Pegmatite had abundant perthitic feldspar, a quartz core and areas with small and large muscovite books. Beryl was present and was the reason the shaft was excavated initially. Farmer/garimpeiro sitting on the edge of the waste dump. Solonopole A visit was made to tenements held by Oceana immediately north of the GMN Solonopole tenements. Features of the mineralisation on the Oceana ground were explained to Company personnel and the approach that Oceana had used was shown to the Company in detail. A brief field review of the Company Solonopole group of tenements showed that similar geology mapped in both areas and thick scrub cover was a significant issue affecting exploration on the Company’s ground. Dense vegetation in many areas at Mars Solonopole made access difficult and outcrop hard to find. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 20 Figure 8. Solonopole tenements in green. Red outlined belt is Li, Ta, Be, albite and muscovite occurrences. Radiometric responses indicative of lithium mineralisation are found in several of the GMN tenements. Li and Art Li refer to known occurrences of lithium, the green pins are places Company personnel visited with Oceana personnel. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 21 Figure 9. Dense vegetation in many areas at Mars Solonopole made access difficult and outcrop hard to find. Stream sediment sampling has been planned in detail and will be completed in September. Logradouro The two tenements at Logradouro lie immediately south of a mapped large accumulation of tantalum bearing pegmatites and one pegmatite analysed for lithium that did contain lithium. Over 250 pegmatites were interpreted on the Logradouro tenement, about half prior to a field visit GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 22 and the remainder immediately following the field visit. All pegmatites interpreted from satellite imagery were confirmed in the field, as well as many more that were not initially interpreted. Figure 10. Logradouro tenements with approximately 250 interpreted pegmatites (green). In this region many of the pegmatites, despite being strongly weathered, stand above the general land surface as prominent outcrops. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 23 Figure 11. A minimum of three lines of pegmatite intrusives viewed from a fourth pegmatite at Logradouro. Pegmatites are usually continuous between the tall outcrops running left to right across the photo. Stream Sediment sampling of all drainages has been planned and will commence in the September Quarter. Salinas II An initial 18 samples were taken on Salinas II, mainly on the Agua Boa tenement which lies along regional structural strike from the “Lithium Corridor” announced by Latin Resources (ASX announcement 28 June 2023). The extent of drainage, geological and magnetic linears in the directions of the “Lithium Corridor” suggests parallel lithium pegmatite zones are likely to be present and the tenement pegging by Latin Resources in the region suggests they are of the same opinion. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 24 Figure 12. Location of the Salinas project tenements in blue compared to the regional structural trends and the “Lithium Corridor” being explored by Latin Resources. Casa Nova The Casa Nova Project was originally taken up for lithium, but further work has shown major potential for nickel-copper in the region in mafic- ultramafic intrusives and additional areas have been acquired in both the Casa Nova Project area and the Casa Nova West project area. Both areas are located in Bahia state NE Brazil, in very arid country with predominantly low value agricultural land being present. Initial rock samples taken in part of the Casa Nova tenements had little lithium present and a check on the area was made in June 2023 to assess the anticipated sampling difficulties due to strong weathering and windblown sand cover. The Casa Nova region was found to have only thin to no sand cover and areas with strongly weathered areas as well as occasional fresh outcrops of the post tectonic granite present on the western side of the soil grid. Sampling on 400 metre spaced lines at 25 metre intervals had been completed early in 2023 however significant laboratory delays meant that the Company had not received the results to date. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 25 Figure 13. Geology of the Casa Nova tenements and location of the soil grid. Green units are the exposed areas of mafic and ultramafic intrusives that have both Ni-Cu potential and host pegmatites. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 26 Figure 14. Trial soil grid and rock sample analyses with Li2O ppm values in yellow. Green diamonds are check sample sites and diamonds with numbers in green are the original rock sample locations. Figure 15. Part of the grid area at Casa Nova with an outcrop of a weathered felsic paragneiss. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 27 Papua New Guinea The Company holds two tenement areas in Papua New Guinea both with Porphyry copper-gold and epithermal gold potential. The Wabag project is in the underexplored central highlands part of the Papuan Mobile Belt that contains several world class porphyry and epithermal type gold and copper gold deposits. The Green River Project is in the lowlands of the Papuan Mobile Belt adjacent to a major road and close to the airstrip at Green River which is to be upgraded with development of the Frieda River porphyry and epithermal copper gold project. Figure 16. Location of the Wabag and Green River tenements in relation to major geological features and mineralised regions in Papua New Guinea. Modified from Garwin et al (2005). Wabag Project Exploration by the Company’s Wabag project located porphyry and skarn style mineralisation (ASX announcement 19 May 2021) that has been systematically followed up by GMN with porphyry style mineralisation present at Mt Wipi with encouraging copper widths and grades. GMN ceased field operations at Wabag in July 2022 during the election period and for the wet season and recommenced in February 2023 (ASX announcement 22 February 2023) with additional trenching planned at Mt Wipi on the Pully and Kandum prospects. Initial trenching on these prospects had a best intersection in trench MWTR008 of 0.32% copper and a high-grade zone of 17 metres of 0.53% copper (ASX announcement June 14 2022). GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 28 Figure 17. Gold Mountain’s Wabag Project (tenements and emerging targets within a +17km long structural corridor (white dashed line). GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 29 A compilation of all soil, rock chip and trenching work on Mt Wipi is shown in figure 18. Figure 18. Compiled soil, rock chip and trench data at the Mt Wipi Project. Thirteen new or extensions to existing trenches were excavated (ASX release 28 April 2023), with results soon. Figure 19. Map of Pully prospect at Mt Wipi showing copper in soil and trenches anomalies on total magnetic intensity image. Trenches are used to be able to obtain continuous samples of bedrock to give good geochemical data which can be used to focus on a porphyry or skarn type target. Assessment of the rock chip and trench data now show that an area of over 1 square km of elevated pyrite is present, a common halo mineral around a porphyry copper system. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 30 Figure 20. A trench exposure at Mt Wipi showing variable alteration, weathering and iron staining. A major review of the Wabag Project was undertaken by well-known porphyry expert, Steve Garwin, which commenced in May 2023. Steve Garwin is one of the leading authorities on porphyry, epithermal and Carlin-style mineralization in the circum-Pacific region. That review was to look at all existing digitised data on the Wabag project and assess the current targets and make recommendations for future work. The existing data was upgraded into a relational database to allow the review to take place. Expert Review of Wabag Project An expert review of the Wabag Project was undertaken by Dr Steve Garwin, with emphasis on the Mt Wipi area. Soil, trench channel sample, rock and stream sediment sample data, including historical data, was interpreted and vectors toward porphyry centres interpreted. Main findings of the expert review were that:      Regional geology and structure is suggestive of a favourable porphyry environment being present. Trench geochemical sampling and soil geochemistry at Mt Wipi suggest porphyry style mineral zonation is present indicating a focus of attention should be in the area of the trenches Sampling gaps exist that need to be infilled prior to drilling being finalised. Additional favourable geochemical signatures exist that have not been adequately followed up between the Monoyal and Crown ridge target areas, These areas have favourable low zinc over copper ratios in anomalous total copper anomalies. Lack of arsenic and lithium indicates a hotter part of the system, an area that could host a porphyry copper deposit. Additional untested targets also exist within the tenements held by GMN at Wabag which warrant follow up. The review resulted in an intensely practical guide to where additional work is warranted, found data gaps and pointed a forwards path for exploration, including identifying My Wiopi as the principal target present based on current results. Green River Project The Green River Project was applied for to cover a grossly underexplored part of the Papuan Mobile belt that had some previous exploration carried out on it by the Geological Survey and by mineral exploration companies. There is widespread alluvial gold with artisanal mining and porphyry style mineralisation was recorded by the Geological Survey at two locations in the 1980’s. A geochemical dataset covers part of the tenement area and was previously interpreted to define a series of copper and lead-zinc anomalies. Rock float samples with copper lead and zinc in the percentage range had been recorded in a series of locations in the Company EL application area. The samples were collected during a regional geochemical survey carried out in 1997. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 31 Long strike length magnetically destructive zones were interpreted to be present associated with arc parallel faults and an arc normal transfer structure has been interpreted to be present. The Company is obtaining the magnetic survey data for reprocessing and further interpretation, which is expected to be completed in the September Quarter 2023. Figure 21 shows the initially proposed EL boundary in relation to compiled geochemical and alluvial gold anomalies. Figure 21. Compiled mapping, geochemical and geophysical data over the Green River EL application area. References The information in this report that relates to Exploration Results that have been previously reported in ASX announcements are listed below. The Group is not aware of any new information or data that materially affects the information previously announced. Further details can be found in the following ASX announcements: 12 August 2022: PNG Project Update & New Opportunities 26 October 2022: Potential Lithium Bearing Pegmatites Uncovered in Brazil 6 January 2023: Further encouraging lithium rock chip results from Brazil JV 10 January 2023: Sampling at Custodia confirms LCT Pegmatite Prospectivity 22 February 2023: Exploration to Recommence at Mt Wipi CuAu Project PNG 29 May 2023: PNG Update - Wabag and Green River Copper Project 14 June 2023: Market Update 12 July 2023: PNG Exploration Update 14 July 2023: Brazil lithium exploration update 1 August 2023: Market Update - PNG Exploration Report 22 August 2023: Brazil Market Update GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 32 New Project Opportunities Consistent with Gold Mountain’s ongoing strategy of continually reviewing new minerals project opportunities across lithium, copper, gold and other battery minerals, the Company has been undertaking advanced due diligence on several prospective projects. The Company believes that diversifying its commodity focus and/or jurisdictions will provide greater return to shareholders, including providing the Company with exposure to the growth in demand for minerals in the battery minerals and EV sectors. Risk management Details of the Company’s Risk Management policies are contained within the Corporate Governance Statement. Corporate Governance A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council during the period is displayed on the Company’s website. Subsequent events after balance date On 21 July 2023, the Company advised that there had been a successful placement of ordinary shares raising $2,250,000 before costs at an issue price of $0.075 to $0.078. There has not been any other matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial periods. Environmental legislation The Company is subject to significant environmental and monitoring requirements in respect of its natural resource exploration activities. The Directors are not aware of any significant breaches of these requirements during the period. Identification of Insurance of Directors and Officers The Company has agreed to indemnify all the Directors of the Company for any liabilities to another person (other than the Company or related entity) that may arise from their position as Directors of the Company, except where the liability arises out of conduct involving a lack of good faith. During the financial year, GMN paid a premium in respect of a contract insuring the Directors and officers of the Company against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 33 Remuneration Report (Audited) The Board, in consultation with the Remuneration Committee, is responsible for determining and reviewing compensation arrangements for the directors and executive management. The Board assesses the appropriateness of the nature and amount of remuneration of key personnel on an annual basis. In determining the amount and nature of officers’ packages, the Board takes into consideration the Company’s financial and operational performance along with industry and market conditions. The Committee has the authority to retain any outside advisor at the expense of the Company, without the Board’s approval, at any time and has the authority to determine any such advisor’s fees and other retention terms. In setting corporate goals and objectives relevant to Senior Executives’ compensation, the Committee considers both short-term and long-term compensation goals and the setting of criteria around this. In relation to setting Directors’ remuneration the Committee looks at and considers comparative data from similar companies. This report outlines the remuneration arrangements in place for Directors and Key Management Personnel of Gold Mountain Limited (the “Company”) for the financial year ended 30 June 2023. The following persons acted as Directors during or since the end of the financial year: Aharon Zaetz (appointed 16 March 2023) David Evans (appointed 16 March 2023) Pay Chuan “Paul” Lim (resigned 21 April 2023) Steven John Larkins (resigned 14 March 2023) Syed Hizam Alsagoff Tim Cameron (resigned 16 March 2023) The term ‘Key Management Personnel’ is used in this remuneration report also refers to the following persons. Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year: Daniel Smith (resigned 30 June 2023) Rhys Davies (appointed 15 June 2023) Remuneration Philosophy The performance of the Company depends upon the quality of the Directors and executives. The philosophy of the Company in determining remuneration levels is to:    set competitive remuneration packages to attract and retain high calibre employees; link executive rewards to shareholder value creation; and establish appropriate, demanding performance hurdles for variable executive remuneration Remuneration Committee The Remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Directors and the Senior Management team. The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of Directors and senior executives on a periodic basis by reference to relevant employment market conditions with an overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Remuneration Structure In accordance with best practice Corporate Governance, the structure of Non-Executive Director and executive remuneration is separate and distinct. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 34 Non-Executive Director Remuneration The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. Each Director is entitled to such remuneration from the Company as the Directors decide, but the total amount provided to all non-executive directors must not exceed in aggregate the amount fixed by the Company in a general meeting. The aggregate remuneration for all non-executive directors has been set at an amount of $300,000 per annum. The ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually. The Board considers advice from external shareholders as well as the fees paid to Non-Executive Directors of comparable companies when undertaking the annual review process. Each Director is entitled to receive a fee for being a Director of the Company. The remuneration of Non-Executive Directors for the year ended 30 June 2023 is detailed in the Remuneration of Directors and named executives section of this report on the following pages of this report. Senior Manager and Executive Director Remuneration Remuneration consists of fixed remuneration and Company options (as determined from time to time). In addition to the Company employees and Directors, the Company has contracted key consultants on a contractual basis. These contracts stipulate the remuneration to be paid to the consultants. Fixed Remuneration Fixed remuneration is reviewed annually by the Independent Directors’ Committee (which assumes the role of the Remuneration Committee). The process consists of a review of relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Committee has access to external, independent advice where necessary. Fixed remuneration is paid in the form of cash payments. The fixed remuneration component of the five most highly remunerated Company executives is detailed in Table 1.1 & 1.2. Employment Contracts During the year and to the date of this report there was one new employment contract in relation to making Mr David Evans an executive Director. The terms changed post year end and as of the date of this report are $240,000 per annum on a 2 year contract to 30 June 2025. Three months termination notice is required from either party. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 35 Remuneration of Directors and Named Executives Table 1.1: Directors’ and named executives remuneration for the year ended 30 June 2023 Short-term employee benefits Post-employment benefits Equity Other Total % Salary, Fees and Consulting Tim Cameron 1 284,666 Syed Hizam Alsagoff Pay Chuan “Paul” Lim Steven Larkins Aharon Zaetz4 David Evans Daniel Smith3 Rhys Davies 5 Total 24,250 15,250 9,000 45,750 48,500 121,200 - 548,616 Bonuses Non- Monetary Benefits Super- annuation Prescribed Benefits Options Shares Deferred Benefits Performance Related - - - - - - - - - - - - - - - - - - 11,908 - - - - - - - 11,908 - - - - - - - - - 60,687 - - - - - - - 60,687 - - - - - - - - - - - - - - - - - - 357,261 24,250 15,250 9,000 45,750 48,500 121,200 - 621,211 0% 0% 0% 0% 0% 0% 0% 0% - Table 1.2: Directors’ and named executives remuneration for the year ended 30 June 2022 Short-term employee benefits Post-employment benefits Equity Other Total % Salary, Fees and Consultancy 252,638 12,000 12,000 12,000 88,000 Tim Cameron 1 Syed Hizam Alsagoff Pay Chuan “Paul” Lim Steven Larkins Eric Kam 2 Bonuses Non- Monetary Benefits Super- annuation Prescribed Benefits Options Shares Deferred Benefits Performance Related - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 252,638 12,000 12,000 12,000 88,000 0% 0% 0% 0% 0% GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 36 Daniel Smith 3 Total 51,942 428,580 - - - - - - - - - - - - - - 51,942 428,580 0% - Notes: 1. Paid to Esplanade Consultancy ATF The Ryki Trust for executive services of which Tim Cameron is related to the discretionary services management trust, and R&E Solutions Pty Ltd, an entity associated with Tim Cameron. Paid to Useful Ways Pty Ltd for corporate advisory services of which Eric Kam is a director and shareholder and Ekam Commercial of which Mr Kam is principal. Paid to Minerva Corporate Pty Ltd for corporate advisory services of which Daniel Smith is a director and shareholder. Paid to Consult4nts Pty Ltd for corporate advisory services and directors fees for which Aharon Zaetz is a director. 2. 3. 4. 5. No fees have been paid to Rhys Davies as at 30 June 2023. In the future fees will be paid to Erasmus Consulting Pty Ltd to whom Mr Davies is a consultant. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 37 Other Key Management Personnel Transactions The Company has established the Gold Mountain Limited Employee Share Option Plan (ESOP) and a summary of the terms and conditions of the Plan are set out below: i. ii. iii. iv. v. vi. All employees (full time and part time) will be eligible to participate in the Plan. Options are granted under the Plan at the discretion of the board and if permitted by the board, may be issued to an employee’s nominee. Each option is to subscribe for one ordinary share in the Company and will expire 5 years from its date of issue. An option is exercisable at any time from its date of issue provided all relevant vesting conditions, if applicable, have been met. Options will be issued free. The exercise price of options will be determined by the board. The total number of shares the subject of options issued under the Plan, when aggregated with issues during the previous 5 years pursuant to the Plan and any other employee share plan, must not exceed 5% of the Company’s issued share capital. If, prior to the expiry date of options, a person ceases to be an employee of the Company for any reason other than retirement at age 60 or more (or such earlier age as the board permits), permanent disability, redundancy or death, the options held by that person (or that person’s nominee) automatically lapse on the first to occur of a) the expiry of the period of 30 days from the date of such occurrence, and b) the expiry date. If a person dies, the options held by that person will be exercisable by that person’s legal personal representative. Options cannot be transferred other than to the legal personal representative of a deceased option holder. The Company will not apply for official quotation of any options. vii. Shares issued because of the exercise of options will rank equally with the Company’s previously issued shares. viii. Option holders may only participate in new issues of securities by first exercising their options. ix. x. xi. Options are granted under the plan for no consideration. Each share option converts into one ordinary share of Gold Mountain Limited. 20,000,000 performance options under the Company’s Employee Share Option Plan granted to certain directors of exercise price $0.15 expiring 31 December 2025 is subject to the vesting condition that the total granted options shall be vested over 3 periods of 12 months per period. The unlisted options were issued on 31 December 2020 in which the original exercise price is subject to a reduction following the pro-rata entitlement rights issue by $0.0015, amending the new exercise price to $0.146. The Board may amend the terms and conditions of the plan subject to the requirements of the Listing Rules. There have been no other transactions involving equity instruments other than those described in the tables above. For details of other transactions with Key Management Personnel, refer to Note 18: Related Party Disclosures. (End of Remuneration Report) GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 38 Directors’ Meetings The number of meetings of Directors (including meetings of committees of Directors) held during the year and the number of meetings attended by each Director was as follows: Director Tim Cameron Syed Hizam Alsagoff Pay Chuan “Paul” Lim Steven Larkins Aharon Zaetz David Evans Board Meetings Attended Eligible to Attend 3 4 4 1 3 3 3 4 4 1 3 3 In addition, 10 circular resolutions were signed by the Board during the period. Auditor Independence Section 307C of the Corporations Act 2001 requires our auditors to provide the Directors of the Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 42, and forms part of this Directors’ report for the year ended 30 June 2023. Non-Audit Services No amounts were paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 19 to the financial statements. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services have been reviewed to ensure that they do not impact the integrity and objectivity of the auditor and none of the services undermine the general principles relating to auditor independence. Signed in accordance with a resolution of the Directors. David Evans Executive Director Dated this 19th day of September 2023 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 39 SCHEDULE OF TENEMENTS Wabag Project and Green River Project Tenements – Papua New Guinea Licence Licence Name Licence Holder GMN Interest Status Area Granted Expiry EL1966 Sak Creek Viva No.20 Limited 70% Active - Renewal Pending sub- 30 blocks 27/06/2013 26/06/2023 EL1968 Crown Ridge Viva No.20 Limited 70% Active - Renewal Pending sub- 30 blocks 28/11/2013 27/11/21 Renewal Pending EL2306 / Alukula Kompiam Station Khor ENG Hock & Sons (PNG) / Valley Abundance (PNG) Limited Limited 70% Active - Renewal Pending sub- 48 blocks 14/02/2015 13/12/21 Renewal Pending EL2563 Kompiam Abundance (PNG) Limited Valley 100% Active - Renewal Pending sub- 48 blocks 23/01/2020 22/1/22 Renewal Pending EL2565 Londol Viva Gold (PNG) Limited 100% Active EL2632 Mt. Wipi GMN Limited 6768 (PNG) 100% Active ELA2786 Green River Viva Gold (PNG) Limited 100% - Application Warden Hearing to be scheduled 27/05/2019 26/05/2023 14/08/2020 13/8/22 Renewal Submitted sub- 74 blocks sub- 74 blocks 144 sub- blocks Brazilian Project Tenements EL ID Project Name 831703/2022 Água Boa 831704/2022 Almenara 831700/2022 Bananal Valley 831702/2022 Bananal Valley 831697/2022 Salinas 831696/2022 Salinas 831698/2022 Salinas 870217/2022 Jacurici 870216/2022 Jacurici 870541/2022 Juremal 870207/2022 Juremal 870208/2022 Juremal 870542/2022 Juremal 870543/2022 Juremal 840195/2018 Custódia 840029/2022 Custódia 840030/2022 Custódia 840031/2022 Custódia 840027/2022 Custódia GMN ownership (%) Status Area (ha) Commodity State 75 75 75 75 75 75 75 75 75 75 75 75 75 75 75 75 75 75 75 GRANTED EL 1898.71 Lithium Minas Gerais GRANTED EL 1980.08 Lithium Minas Gerais GRANTED EL 540.56 Lithium Minas Gerais GRANTED EL 1623.69 Lithium Minas Gerais GRANTED EL GRANTED EL 618.53 979.15 Lithium Minas Gerais Lithium Minas Gerais GRANTED EL 1455.51 Lithium Minas Gerais GRANTED EL 1947.17 Lithium GRANTED EL 1994.75 Lithium GRANTED EL 1969.35 Lithium GRANTED EL 1990.23 Lithium GRANTED EL 262.39 Lithium GRANTED EL 1999.75 Lithium GRANTED EL 1988.98 Lithium Bahia Bahia Bahia Bahia Bahia Bahia Bahia GRANTED EL 1599.49 Lithium Pernambuco GRANTED EL 1957.62 Lithium Pernambuco APPLICATION EL 1959.05 Lithium Pernambuco APPLICATION EL 1953.17 Lithium Pernambuco GRANTED EL 1955.24 Lithium Pernambuco GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 40 840028/2022 Custódia 848131/2022 Cerro Corá 848132/2022 Cerro Corá 848134/2022 Porta D'Água 872267/2021 Salitre South 831195/2023 Chapada do Norte 831196/2023 Chapada do Norte 831200/2023 Chapada do Norte 831198/2023 Chapada do Norte 831215/2023 Franciscópolis 831216/2023 Franciscópolis 831217/2023 Franciscópolis 831219/2023 Franciscópolis 831218/2023 Franciscópolis 831203/2023 Coroaci South 831204/2023 Coroaci South 75 75 75 75 75 100 100 100 100 100 100 100 100 100 100 100 GRANTED EL 1988.74 Lithium Pernambuco GRANTED EL 1980.72 Lithium Pernambuco GRANTED EL 1885.99 Lithium Pernambuco GRANTED EL 1104.27 Lithium Pernambuco GRANTED EL 1958.72 Phosphate Bahia APPLICATION EL 1987.79 Lithium Minas Gerais APPLICATION EL 1986.32 Lithium Minas Gerais APPLICATION EL 1983.93 Lithium Minas Gerais APPLICATION EL 1979.32 Lithium Minas Gerais APPLICATION EL 1987.55 Lithium Minas Gerais APPLICATION EL 1988.18 Lithium Minas Gerais APPLICATION EL 1986.33 Lithium Minas Gerais APPLICATION EL 1984.8 Lithium Minas Gerais APPLICATION EL 1985.63 Lithium Minas Gerais APPLICATION EL 1985.42 Lithium Minas Gerais APPLICATION EL 1980.59 Lithium Minas Gerais GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 41 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (for the year ended 30 June 2023) Other income Administration costs Depreciation and amortisation expense Employment costs Exploration expense Impairments expense Investor and public relations expense Legal and professional costs Other expenses Loss before income tax expense Note 3 2023 $ 2022 $ 16,734 16,734 (340,556) (57,989) - - 152,383 152,383 (549,671) (140,195) - - (8,988,069) (16,877,900) (78,009) (235,859) (525,799) (204,955) (192,492) (259,298) (10,209,547) (18,072,128) Income tax expense Net loss for the period Attributable to the owners of Gold Mountain Limited 5 - - (10,209,547) (18,072,128) Other comprehensive income Foreign currency translation Total other comprehensive income for the year, net of tax Total comprehensive loss for the period attributable to: Owners of Gold Mountain Limited Non-Controlling Interests Loss per share Basic loss per share (cents) Diluted loss per share (cents) - - - - (10,209,933) (18,072,128) 386 (0.62) N/A (1.70) N/A 20 The statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 43 STATEMENT OF FINANCIAL POSITION (as at 30 June 2023) Note 2023 $ 2022 $ ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Deferred exploration and evaluation expenditure Intangibles Investments TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses Total equity attributable to equity holders of the Company Non-controlling interest TOTAL EQUITY 6 7 8 9 10 11 12 13 14 1,302,567 199,290 1,501,857 61,791 9,767,008 - 50,555 660,525 113,472 773,997 64,118 9,132,679 6,002,538 50,555 9,879,354 15,249,890 11,381,211 16,023,887 263,893 263,893 325,426 325,426 263,893 325,426 11,117,318 15,698,461 51,662,667 47,104,019 1,103,860 38,000 (41,653,596) (31,443,663) 11,112,932 15,698,356 4,387 105 11,117,318 15,698,461 The statement of financial position should be read in conjunction with the accompanying notes. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 44 STATEMENT OF CHANGES IN EQUITY (for the year ended 30 June 2023) Issued Capital Reserves Accumulated Losses Non Controlling Interest Total $ $ $ $ $ Balance at 1 July 2021 40,955,834 155,928 (13,371,536) 95 27,740,321 Comprehensive Income Net loss for the period Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners Issue of share capital Share issue costs Options expense Total transactions with owners in their capacity as owners - - - - 6,630,000 (481,815) - - - - - - - (117,928) 6,148,185 (117,928) - (18,072,128) - (18,072,128) - - - Balance at 30 June 2022 47,104,019 38,000 (31,443,663) Balance at 1 July 2022 Comprehensive Income Net loss for the period Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners Issue of share capital Share issue costs Options expense Foreign currency reserve movement Non-Controlling interests on acquisition Transactions with owners in their capacity as owners 47,104,019 38,000 (31,443,663) - - - - 5,314,671 (756,023) - - - - - - - - - 1,067,243 (1,383) - 4,558,648 1,065,860 - (10,209,933) - (10,209,933) - - - - - - Balance at 30 June 2023 51,662,667 1,103,860 (41,653,596) - - - - - - - 10 105 105 - 386 - 386 - - - - 3,896 3,896 4,387 - (18,072,128) - (18,072,128) 6,630,000 (481,815) (117,928) 6,030,268 15,698,461 15,698,461 - (10,209,547) - (10,209,547) 5,314,671 (756,023) 1,067,243 (1,383) 3,896 5,628,404 11,117,318 The statement of changes in equity should be read in conjunction with the accompanying notes. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 45 STATEMENT OF CASHFLOWS (for the year ended 30 June 2023) Cash flows from operating activities Interest received Payments to suppliers and employees Other receipts Note 2023 $ 2022 $ 12,374 779 (1,097,373) (2,232,321) - 23,676 Net cash (used in) provided by operating activities 24 (1,084,999) (2,207,866) Cash flows from investing activities Payments for plant and equipment Refund of security deposits Payments for exploration and evaluation Net cash (used in) provided by investing activities Cash flows from financing activities Proceeds from issue of shares Payments for share issue costs Proceeds from borrowings Repayment of borrowings Net cash provided by (used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of financial year - - - 35,545 (1,980,414) (4,118,430) (1,980,414) (4,082,885) 3,928,792 6,630,000 (209,900) (481,815) 22,736 (34,173) 45,615 (22,807) 3,707,455 6,170,993 642,042 660,525 (119,728) 780,283 660,525 Cash and cash equivalents at end of financial year 6 1,302,567 The statement of cashflows should be read in conjunction with the accompanying notes. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 46 NOTES TO THE FINANCIAL STATEMENTS (for the year ended 30 June 2023) This financial report includes the financial statements and notes of Gold Mountain Limited. Number Notes to the Financial Statements 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Summary of significant accounting policies Operating segments Revenue & other income Loss for the year Income tax expense Current assets - Cash and cash equivalents Current assets - Trade and other receivables Non-current assets – Plant and equipment Non-current assets – Deferred exploration and evaluation expenditure Non-current assets – Intangible assets Non-current assets – Investments Current liabilities – Trade and other payables Contributed equity Reserves Share based payments Related party disclosures and Key Management Personnel compensation Loss per share Financial Risk Management Auditor’s remuneration Parent Entity Information Dividends Events subsequent to reporting date Controlled entities Cash flow information GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 47 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES a. Basis of Preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events, and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets, and financial liabilities b. Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. When the Company applies an accounting policy retrospectively, makes a retrospective restatement or reclassifies items in its financial statements, financial statements as at the beginning of the earliest comparative period will be disclosed. c. Principles of consolidation Business combinations For every business combination, the Company identifies the acquirer, which is the combining entity that obtains control over the other combining entities. An investor controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing control, the Company takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred from the acquirer. Interests in equity-accounted investees The Company’s interests in equity-accounted investees comprise the interest in a joint venture. A joint venture is a joint arrangement, whereby the Group and other parties have joint control and have rights to the net assets of the arrangement. The interest in the joint venture is accounted for using the equity method. It is recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Company’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence or joint control ceases. Joint arrangements Under AASB 11, the Company has classified its interests in joint arrangements as either joint operations (if the Group has rights to the assets, and obligations for the liabilities, relating to an arrangement) or joint ventures (if the Group has rights only to the net assets of an arrangement). When making this assessment, the Company considered the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. The Company did not have any joint arrangements at the start of the financial year. d. Impairment of Assets At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB 116). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 48 e. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits available on demand with banks and other short-term highly liquid investments with original maturities of three months or less. f. Provisions Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. g. Trade and other payables Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Company during the reporting period which remain unpaid. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. h. Income Tax The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. i. Exploration and Development Expenditure Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied: (i) (ii) The rights to tenure of the area of interest are current; and at least one of the following conditions is also met: (a) (b) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching, and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 49 Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development. Costs of site restoration are provided over the life of the project from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with local laws and regulations and clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements, and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. j. Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable. When the inflow of consideration is deferred, it is treated as the provision of financing and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue. All revenue is stated net of the amount of goods and services tax (GST). k. Earnings (Loss) per share Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members, adjusted for: (i) (ii) (iii) costs of servicing equity (other than dividends); the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. l. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers. m. Plant and Equipment Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 50 Plant and equipment Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset’s useful life to the Company commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Plant and equipment Depreciation Rate 20%-32% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of profit or loss and other comprehensive income. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings. Leases (the Group as lessee) At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However, all contracts that are classified as short- term leases (lease with remaining lease term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease. Initially, the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows: – – – – – – fixed lease payments less any lease incentives; variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; the amount expected to be payable by the lessee under residual value guarantees; the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; lease payments under extension options if lessee is reasonably certain to exercise the options; and payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 51 Subsequently, the lease liability is measured by a reduction to the carrying amount of any payments made and an increase to reflect any interest on the lease liability. The right-of-use assets is an initial measurement of the corresponding lease liability less any incentives and initial direct costs. Subsequently, the measurement is the cost less accumulated depreciation (and impairment if applicable). Right-of-use assets are depreciated over the lease term or useful life of the underlying asset whichever is the shortest. Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset. n. Financial Instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where the instrument is classified "at fair value through profit or loss", in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component or if the practical expedient was applied as specified in AASB 15.63. Classification and subsequent measurement Financial liabilities Financial liabilities are subsequently measured at: – – amortised cost; or fair value through profit or loss. A financial liability is measured at fair value through profit or loss if the financial liability is: – – – a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies; held for trading; or initially designated as at fair value through profit or loss. All other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability, that is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition. A financial liability is held for trading if it is: – – – incurred for the purpose of repurchasing or repaying in the near term; part of a portfolio where there is an actual pattern of short-term profit taking; or a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in an effective hedging relationship). Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship. The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other comprehensive income and is not subsequently reclassified to profit or loss. Instead, it is transferred to retained earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income. A financial liability cannot be reclassified. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 52 Financial guarantee contracts A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are initially measured at fair value (and if not designated as at fair value through profit or loss and do not arise from a transfer of a financial asset) and subsequently measured at the higher of: – – the amount of loss allowance determined in accordance to AASB 9.3.25.3; and the amount initially recognised less accumulative amount of income recognised in accordance with the revenue recognition policies. Financial asset Financial assets are subsequently measured at: – – – amortised cost; fair value through other comprehensive income; or fair value through profit or loss on the basis of the two primary criteria: – – the contractual cash flow characteristics of the financial asset; and the business model for managing the financial assets. A financial asset is subsequently measured at amortised cost if it meets the following conditions: – – the financial asset is managed solely to collect contractual cash flows; and the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. A financial asset is subsequently measured at fair value through other comprehensive income if it meets the following conditions: – – the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates; and the business model for managing the financial asset comprises both contractual cash flows collection and the selling of the financial asset. By default, all other financial assets that do not meet the conditions of amortised cost and the fair value through other comprehensive income's measurement condition are subsequently measured at fair value through profit or loss. The Group initially designates a financial instrument as measured at fair value through profit or loss if: – – – it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as “accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases; it is in accordance to the documented risk management or investment strategy and information about the groupings was documented appropriately, so as the performance of the financial liability that was part of a group of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis; and it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the contract. The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until the financial asset is derecognised. Equity instruments At initial recognition, as long as the equity instrument is not held for trading or is not a contingent consideration recognised by an acquirer in a business combination to which AASB 3 applies, the Group made an irrevocable election to measure any subsequent changes in fair value of the equity instruments in other comprehensive income, while the dividend revenue received on underlying equity instruments investments will still be recognised in profit or loss. Regular way purchases and sales of financial assets are recognised and derecognised at settlement date in accordance with the Group's accounting policy. Derecognition Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position. Derecognition of financial liabilities A liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled, or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability, is treated as an extinguishment of the existing liability and recognition of a new financial liability. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 53 The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Derecognition of financial assets A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred. All the following criteria need to be satisfied for the derecognition of a financial asset: – – – the right to receive cash flows from the asset has expired or been transferred; all risk and rewards of ownership of the asset have been substantially transferred; and the Group no longer controls the asset (i.e. it has no practical ability to make unilateral decisions to sell the asset to a third party). On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. On derecognition of a debt instrument classified as fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss. On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings. Impairment The Group recognises a loss allowance for expected credit losses on: – – – – – financial assets that are measured at amortised cost or fair value through other comprehensive income; lease receivables; contract assets (e.g. amount due from customers under contracts); loan commitments that are not measured at fair value through profit or loss; and financial guarantee contracts that are not measured at fair value through profit or loss. Loss allowance is not recognised for: – – financial assets measured at fair value through profit or loss; or equity instruments measured at fair value through other comprehensive income. Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument. The Group use the following approaches to impairment, as applicable under AASB 9: – – – – the general approach; the simplified approach; the purchased or originated credit impaired approach; and low credit risk operational simplification. General approach Under the general approach, at each reporting period, the Group assessed whether the financial instruments are credit impaired, and if: – – the credit risk of the financial instrument increased significantly since initial recognition, the Group measured the loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; and there was no significant increase in credit risk since initial recognition, the Group measured the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. Simplified approach The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition of lifetime expected credit loss at all times. This approach is applicable to: – – trade receivables or contract assets that results from transactions that are within the scope of AASB 15: Revenue from Contracts with Customers, that contain a significant financing component; and lease receivables. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 54 In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to an expected credit loss (i.e. diversity of its customer base, appropriate groupings of its historical loss experience, etc). Purchased or originated credit impaired approach For a financial asset that is considered to be credit impaired (not on acquisition or originations), the Group measured any change in its lifetime expected credit loss as the difference between the asset’s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. Any adjustment is recognised in profit or loss as an impairment gain or loss. Evidence of credit impairment includes: – – – – – significant financial difficulty of the issuer or borrower; a breach of contract (e.g. default or past due event); where a lender has granted to the borrower a concession, due to the borrower's financial difficulty, that the lender would not otherwise consider; it is probable the borrower will enter bankruptcy or other financial reorganisation; and the disappearance of an active market for the financial asset because of financial difficulties. Low credit risk operational simplification approach If a financial asset is determined to have low credit risk at the initial reporting date, the Group assumed that the credit risk has not increased significantly since initial recognition and, accordingly, can continue to recognise a loss allowance of 12-month expected credit loss. In order to make such determination that the financial asset has low credit risk, the Group applied its internal credit risk ratings or other methodologies using a globally comparable definition of low credit risk. A financial asset is considered to have low credit risk if: – – – there is a low risk of default by the borrower; the borrower has strong capacity to meet its contractual cash flow obligations in the near term; and adverse changes in economic and business conditions in the longer term, may, but not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. A financial asset is not considered to carry low credit risk merely due to existence of collateral, or because a borrower has a lower risk of default than the risk inherent in the financial assets, or lower than the credit risk of the jurisdiction in which it operates. Recognition of expected credit losses in financial statements At each reporting date, the Group recognised the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income. The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset. Assets measured at fair value through other comprehensive income are recognised at fair value with changes in fair value recognised in other comprehensive income. The amount in relation to change in credit risk is transferred from other comprehensive income to profit or loss at every reporting period. For financial assets that are unrecognised (e.g. loan commitments yet to be drawn, financial guarantees), a provision for loss allowance is created in the statement of financial position to recognise the loss allowance. Impairment of Assets At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 55 of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. o. Employee Benefits Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within one (1) year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one (1) year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wages increases and the probability that the employee may satisfy vesting requirements. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. p. Rounding of Amounts The parent entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly, amounts in the financial statements and directors’ report have been rounded off to the nearest one dollar ($1). q. Critical Accounting Estimates and Judgments The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company. Key estimates (i) Impairment The Company assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Company that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions. Key judgments (i) Exploration and evaluation expenditure The Company capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage that permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. r. Going concern The financial statements have been prepared on the going concern basis, the validity of which depends upon the positive cash position. The Company’s existing projections show that further funds will be required to be generated, either by capital raisings, sales of assets or other initiatives, to enable the Company to fund its currently planned activities for at least the next twelve months from the date of signing these financial statements. Should new opportunities present that require additional funds the Directors will take action to reprioritise activities, dispose of assets and or raise further funds. Notwithstanding this issue, accordingly the Directors have prepared the financial statements of the Company on a going concern basis. In arriving at this position, the Directors have considered the following pertinent matter: - Australian Accounting Standard, AASB 101 “Accounting Policies”, states that an entity shall prepare financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. In the Directors’ opinion, at the date of signing the financial report, there are reasonable grounds to believe that the matters set out above will be achieved and therefore the financial statements have been prepared on a going concern basis. s. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 56 t. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Gold Mountain Limited. u. Associates Associates are entities over which the Company has significant influence but not control or joint control. Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in the Company’s share of net assets of the associates. Dividends received or receivable from associates reduce the carrying amount of the investment. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. v. Joint Ventures A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. The Company’s interest in joint venture entities are accounted for using the proportionate consolidation method of accounting. The Company recognises its interest in the assets that it controls and the liabilities that it incurs and the expenses that it incurs and its share of the income that it earns from the sale of goods or services by the joint venture, classified according to the nature of the assets, liabilities, income or expense. Profits or losses on transactions establishing the joint venture entities and transactions with the joint venture are eliminated to the extent of the Company’s ownership interest until such time as they are realised by the joint venture entity on consumption or sale, unless they relate to an unrealised loss that provides evidence of the impairment of an asset transferred. The Company discontinues the use of proportionate consolidation from the date on which it ceases to have joint control over a jointly controlled entity. w. Fair Value of Assets and Liabilities Equity Instruments The fair value of available-for-sale financial assets is determined by reference to their quoted closing bid price at the reporting date. Trade and Other Receivables The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. This fair value is determined for disclosure purposes. Due to the short-term nature of other receivables, their carrying value is assumed to approximate their fair value. Non-Derivative Financial Liabilities Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. x. New Accounting Standards and Interpretations adopted by the group The group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 July 2022: • AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 20182020 and Other Amendments [AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 & AASB 141]. The group also elected to adopt the following amendments early: • AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction [AASB 112]. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 57 The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. y. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2023. The Company’s assessment of the impact of these new or amended Accounting Standards and Interpretations are that they will have no material effect. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 58 NOTE 2: OPERATING SEGMENTS Segment Information Identification of reportable segments During the year, the Company operated principally in one business segment being mineral exploration and in three geographical segments being Australia, Brazil and Papua New Guinea. The Company’s revenues and assets and liabilities according to geographical segments are shown below. June 2023 June 2022 Total $ Australia Brazil $ $ PNG $ Total $ Australia $ PNG $ 16,734 16,734 16,734 16,734 - - - 152,383 152,383 152,383 152,383 - - REVENUE Revenue Total segment revenue RESULTS Net loss before income tax (10,209,547) (1,219,935) (1,543) (8,988,069) (18,072,128) (1,194,228) (16,877,900) Income tax Net loss - - - - - - (10,209,547) (1,219,935) (1,543) (8,988,069) (18,072,128) (1,194,228) (16,877,900) ASSETS AND LIABILITIES Assets Liabilities 11,381,211 382,798 2,986,864 8,011,549 16,023,887 6,891,208 9,132,679 263,892 263,272 620 - 325,426 325,426 - NOTE 3: REVENUE AND OTHER INCOME a. Revenue Other income Other Interest received 1 Rental income Foreign exchange gains Government grants and cash boost Total other income Total revenue 1 Interest received from: Bank Other GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 2023 $ 2022 $ - 127,928 12,374 - 779 5,000 4,360 18,676 - - 16,734 152,383 16,751 152,383 11,585 789 12,374 756 23 946 59 NOTE 4: LOSS FOR THE YEAR Loss before income tax includes the following specific expenses: — — — Consultants fees Legal costs Rental expense on operating leases a. Significant expenses The following significant expense items are relevant in explaining the financial performance: — — Exploration expense Impairments Write Off expense NOTE 5: INCOME TAX EXPENSE The prima facie tax on the loss before income tax is reconciled to income tax as follows: Loss before income tax expense Prima facie tax benefit on the loss before income tax at 25% (2022: 25%) Add: Tax effect of: Other non-allowable items Less: Tax effect of: Other deductible expenses Future tax benefits not brought to account Income tax attributable to the Company 2023 $ 68,140 71,544 - - 2022 $ 248,000 50,787 (23,989) - 8,988,069 16,877,900 2023 $ 2022 $ (10,209,547) (18,072,128) (2,552,387) (4,518,032) 2,247,017 4,221,975 2,247,017 4,221,975 (908,582) (1,070,035) 1,213,952 1,366,092 - - The Company has tax losses arising in Australia of $19,394,480 (2022: $18,180,528) that are available indefinitely to offset against future taxable profits. Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out in Note 1(h) occur. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 60 NOTE 6: CASH AND CASH EQUIVALENTS Cash at bank Short-term bank deposits 2023 $ 2022 $ 35,099 62,367 1,267,468 598,158 1,302,567 660,525 Reconciliation of cash Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: Cash and cash equivalents 1,302,567 660,525 Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates. NOTE 7: TRADE AND OTHER RECEIVABLES Current PNG Project Advance Other receivables 2023 $ 75,000 124,290 2022 $ 75,000 38,472 Total current trade and other receivables 199,290 113,472 NOTE 8: PLANT AND EQUIPMENT Plant and equipment – at cost Accumulated depreciation Reconciliation of the carrying amount of plant and equipment at the beginning and end of the current and previous financial year: Carrying amount at beginning of the year Additions Depreciation expense Carrying amount at end of the year 2023 $ 2022 $ 667,187 609,604 (605,396) (545,487) 61,791 64,118 64,118 57,582 162,377 - (59,909) (98,259) 61,791 64,118 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 61 NOTE 9: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE Assets in Development Balance at the beginning of the year Expenditure incurred Impairment loss on existing tenements Net carrying value 2023 $ 2022 $ 9,132,679 21,868,365 3,634,329 4,142,214 (3,000,000) (16,877,900) 9,767,008 9,132,679 Recoverability of the carrying amount of deferred exploration and evaluation expenditure is dependent on the successful development and commercial exploitation or sale of the areas of interest. Management reassess the carrying value of the Company’s tenements at each half year, or at a period other than that should there be an indication of impairment. NOTE 10: INTANGIBLE ASSETS Intangible assets Goodwill on acquisition Total intangible assets 2023 $ - - 2022 $ 6,002,538 6,002,538 Movements in Carrying Amounts Movement in the carrying amounts for intangible assets between the beginning and the end of the current financial year: Carrying amount at beginning of year Additions Disposals Impairment Movement in foreign exchange Carrying amount at end of year Goodwill on acquisition 2023 $ 2022 $ 6,002,538 6,026,310 - - (5,997,669) (4,869) - - - - (23,772) 6,002,538 On 16 August 2016, the Company completed the acquisition of an additional 50% of the issued capital of Viva through the issue of 60,000,000 shares at $0.08 each to the Vendors. Simultaneously, the Vendors issued 125 ordinary shares to GMN comprising 50% of the entire issued capital of Viva held by the Vendors. On completion of this acquisition, the Company now holds a controlling interest of 70% in Viva. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 62 NOTE 11: INVESTMENTS Non-Current Gold nuggets NOTE 12: TRADE AND OTHER PAYABLES Current Unsecured liabilities: Trade payables and accrued expenses Amounts payable to Director and related entities NOTE 13: CONTRIBUTED EQUITY (a) Ordinary shares Ordinary Shares, issued Share issue costs Total issued capital 2023 $ 50,555 50,555 2022 $ 50,555 50,555 2023 $ 2022 $ 243,443 297,426 20,450 28,000 263,893 325,426 2023 Number of shares 2023 $ 2022 Number of shares 2022 $ 1,969,932,614 56,208,730 1,193,149,170 50,894,059 (4,546,063) 51,662,667 (3,790,040) 47,104,019 Ordinary shares carry one vote per share and carry the rights to dividends. Ordinary shares participate in dividends and the proceeds on winding-up of the parent entity in proportion to the number of shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. (b) Movements in ordinary shares on issue Number of shares Issue Price $ Date Particulars At 30 June 2021 18-08-21 18-08-21 23-03-21 30-06-22 Ordinary shares issued Ordinary shares issued Ordinary shares issued Share Issue Costs At 30 June 2022 19-09-22 30-09-22 21-11-22 03-01-23 19-01-23 Ordinary shares issued Ordinary shares issued Ordinary shares issued Ordinary shares issued Ordinary shares issued GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 767,724,924 32,424,242 270,000,004 123,000,000 1,193,149,170 30,000,000 260,000,000 95,000,000 266,666,667 16,666 - $0.020 $0.010 $0.0060 $0.0060 $0.0060 $0.0075 $0.0400 40,955,834 - 5,400,000 1,230,000 (481,815) 47,104,019 180,000 1,560,000 570,000 2,000,000 667 63 13-02-23 30-06-23 Ordinary shares issued Share Issue Costs At 30 June 2023 125,000,000 $0.0080 1,000,000 1,969,932,614 (756,023) 51,662,667 Information on options is included in Note 15: Share Based Payments. (d) Capital Management The Directors’ objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders. The Group’s overall strategy remains unchanged from the 2023 financial year. The focus of the Company’s capital risk management is the current working capital position against the requirements of the Company to meet exploration programs and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The Company’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements. Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, budgeting and share issues. There have been no changes in the strategy adopted by management to control the capital of the Company since the prior year. NOTE 14: RESERVES Reserves Foreign currency translation reserve Share based payments reserve Movements in the Foreign Currency Translation Reserve At 1 July Foreign Currency Translation At 30 June Movements in options over ordinary shares on issue At 1 July Options expense amortised At 30 June NOTE 15: SHARE BASED PAYMENTS (a) Share-based payments Expense arising from the grant of options Total Share Based Payments 2023 $ (1,383) 1,105,243 1,103,860 - (1,401) (1,401) 38,000 1,067,243 1,105,243 2022 $ - 38,000 38,000 - - - 155,928 (117,928) 38,000 2023 $ 2022 $ (1,067,243 (129,475) (117,928) (117,928) (b) Movements in unlisted options The following table details the number, weighted average exercise prices (WAEP) and movements in share options issued as capital raising purposes, employment incentives or as payments to third parties for services during the year. Outstanding at the beginning of the year GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 2023 Number 156,128,978 2023 WAEP $0.112 2022 2022 Number WAEP 206,788,723 $0.133 64 NOTE 15: SHARE BASED PAYMENTS Options granted during the year Options lapsed during the year Options exercised during the year Outstanding at the end of the year (c) Options exercisable at reporting date Unlisted options expiring 03 July 2022 Unlisted options expiring 08 October 2022 Unlisted options expiring 31 December 2022 GMNAT ESOP options Expiring 31 December 2025 GMNAU Unlisted options Expiring 26 October 2026 GMNAU Unlisted options Expiring 21 December 2026 Listed options expiring 16 February 2023 GMNOB Listed options Expiring 25 March 2024(1) GMNAV Unlisted options Expiring 21 November 2023(2) GMNAW Unlisted options Expiring 23 November 2024(3) GMNAX Unlisted options Expiring 23 November 2025(4) GMNAY Unlisted options Expiring 23 November 2026(5) GMNO Listed options expiring 07 March 2026(6) 155,000,000 (83,411,924) 30,000,000 (80,659,745) - - - - 227,717,054 156,128,978 2022 Exercise 2022 Exercise Number Price Number Price 23,411,924 39,000,000 11,000,000 20,000,000 $0.150 $0.150 $0.146 $0.146 10,000,000 $0.120 20,000,000 $0.120 111,599,898 $0.040 66,419,986 $0.020 20,000,000 10,000,000 20,000,000 115,864,430 125,000,000 10,000,000 10,000,000 10,000,000 611,661,063 $0.1475 $0.120 $0.120 $0.020 $0.012 $0.030 $0.035 $0.040 $0.010 Exercisable at reporting date 922,525,493 301,431,8808 (d) Options issued during the year (1) 49,444,444 listed options granted on 21 November 2022 to a broker have an exercise price of $0.02, expire together of the same class options on 25 March 2024. (2) 125,000,000 unlisted options granted on 21 November 2022 to Mars Mines Limited for the acquisition of a 20% interest in lithium projects held by Mars Mines Limited, have an exercise price of $0.012, expire in 12 months from the grant date and are subject to vesting conditions that the total options granted shall be vested over 1 period of 12 months per period. (3) 10,000,000 unlisted options granted on 23 November 2022 to Executive Director/CEO Tim Cameron have an exercise price of $0.03, expire in 24 months from the grant date and are subject to vesting conditions that the total options granted shall be vested over 2 periods of 12 months per period. (4) 10,000,000 unlisted options granted on 23 November 2022 to Executive Director/CEO Tim Cameron have an exercise price of $0.035, expire in 36 months from the grant date and are subject to vesting conditions that the total options granted shall be vested over 3 periods of 12 months per period. (5) 10,000,000 unlisted options granted on 23 November 2022 to Executive Director/CEO Tim Cameron have an exercise price of $0.04, expire in 48 months from the grant date and are subject to vesting conditions that the total options granted shall be vested over 4 periods of 12 months per period. (6) 611,661,063 listed options granted at various dates in the year under the rights issue prospectus have an exercise price of $0.01, they expire on 7 March 2026. The options must be exercised on or before the expiry date in cash. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 65 NOTE 15: SHARE BASED PAYMENTS (e) Fair value of unlisted options The fair value of the options granted is estimated as at the date of grant using a Black-Scholes model taking into account the terms and conditions upon which the options were granted. The following tables list the inputs to the model used for the year ended 30 June 2023. Unlisted options expiring 21/11/2023 25/03/2024 23/11/2024 23/11/2025 23/11/2026 Fair value at grant date Share price at grant date Exercise price Expected volatility Expected life Expected dividends Risk-free interest rate $247,569 $94,635 $23,095 $32,236 $39,831 $0.01 $0.008 $0.009 $0.009 $0.009 $0.02 $0.02 $0.03 $0.035 $0.04 100% 100% 100% 100% 100% 24 months 18 months 12 months 36 months 48 months Nil Nil Nil Nil Nil 3.25% 3.25% 3.25% 3.25% 3.25% Number of options issued 125,000,000 49,444,444 10,000,000 10,000,000 10,000,000 NOTE 16: RELATED PARTY DISCLOSURES AND KEY MANAGEMENT PERSONNEL COMPENSATION Related Parties a. The Company’s main related parties are as follows: i. Key management personnel: Any person(s) having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise), are considered key management personnel. The directors in office during the year were as follows: Aharon Zaetz (appointed 16 March 2023) David Evans (appointed 16 March 2023) Pay Chuan “Paul” Lim (resigned 21 April 2023) Steven John Larkins (resigned 14 March 2023) Syed Hizam Alsagoff Tim Cameron (resigned 16 March 2023) i. Other related parties Mars Mines Limited Key Management Personnel compensation Salary & Fees Post employment benefits Termination benefits Share based payments 2023 $ 2022 $ As restated 497,707 428,580 11,908 50,909 60,687 - - 621,211 428,580 For details of disclosures relating to key management personnel, refer to Key Management Personnel disclosures Directors and Remuneration Report. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 66 NOTE 16: RELATED PARTY DISCLOSURES AND KEY MANAGEMENT PERSONNEL COMPENSATION b. Transactions with other related parties: Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. On 21 November 2022, the Company advised it had issued 95,000,000 ordinary shares to Mars Mines Limited (or their nominees) in relation to the acquisition of an initial 20% interest in the Brazilian lithium projects. 125,000,000 unlisted options granted on 21 November 2022 to Mars Mines Limited for the acquisition of a 20% interest in lithium projects held by Mars Mines Limited, have an exercise price of $0.012, expire in 12 months from the grant date and are subject to vesting conditions that the total options granted shall be vested over 1 period of 12 months per period. At this point Mars Mines Limited and any associates were deemed to be related parties. On 13 February 2023, the Company announced the issue of 125,000,000 ordinary shares at an issue price of $0.008 in consideration of 75% acquisition of the Salinas Lithium Project. During the year payments were paid to Mars Mines Limited totalling $105,000 (2022: Nil) to ensure tenements were held in good standing prior to Mars GMN Brazil Ltda being incorporated. c. Amounts payable from related parties: Trade and other receivables: Mars Mines Brazil Limited Total trade and other payable related party amounts d. Amounts payable to related parties: Trade and other payables: Amounts payable to Directors and related entities, as follows: Directors fees Corporate advisory services and other consultancy services Total trade and other payable related party amounts NOTE 17: LOSS PER SHARE Basic Loss per share Basic Loss (cents per share) Net loss used to calculate basic loss per share a. I ii. iii. 2023 $ 2022 $ 47 47 47 - - - 2023 $ 2022 $ 20,450 28,000 9,450 28,000 11,000 20,450 - 28,000 2023 $ 2023 $ (0.62) (1.70) (10,209,547) (18,072,128) No. No. Weighted average number of ordinary shares outstanding during the year used in calculating basic loss per share 1,646,613,731 1,064,076,940 b. Diluted loss per share The Company’s potential ordinary shares, being its options granted, are not considered dilutive as the conversion of these options would result in a decrease in the net loss per share. Not applicable Not applicable GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 67 NOTE 18: FINANCIAL RISK MANAGEMENT The Company’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable, loans to and from related parties, bills and leases. The following table details the expected maturities for the Company’s non-derivative financial assets. These have been drawn up based on undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Company anticipates that the cash flow will occur in a different period. Financial Risk Management Policies The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks as summarised below. The Audit and Risk Committee (ARC) has been delegated responsibility by the Board of Directors for, among other issues, monitoring and managing financial risk exposures of the Company. The ARC monitors the Company’s financial risk management policies and exposures and approves financial transactions within the scope of its authority. It also reviews the effectiveness of internal controls relating to commodity price risk, counterparty credit risk, currency risk, financing risk and interest rate risk. The ARC’s overall risk management strategy seeks to assist the Company in meeting its financial targets, while minimising potential adverse effects on financial performance. Its functions include the review of the use of hedging derivative instruments, credit risk policies and future cash flow requirements. Specific Financial Risk Exposures and Management The main risks the Company is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk. This note presents the information about the Company’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. a. Credit risk Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Company. Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible, that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division within the Company, credit terms are generally 14 to 30 days from the invoice date. Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating, or in entities that the FRMC has otherwise cleared as being financially sound. Where the Company is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be further managed through title retention clauses over goods or obtaining security by way of personal or commercial guarantees over assets of sufficient value which can be claimed against in the event of any default. Credit risk exposures The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period excluding the value of any collateral or other security held, is equivalent to the carrying value and classification of those financial assets (net of any provisions) as presented in the statement of financial position. The Company has no significant concentrations of credit risk with any single counterparty or company of counterparties. Details with respect to credit risk of trade and other receivables are provided in Note 7. Trade and other receivables that are neither past due nor impaired are considered to be of high credit quality. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 68 NOTE 18: FINANCIAL RISK MANAGEMENT b. Liquidity risk Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Company manages this risk through the following mechanisms: preparing forward-looking cash flow analysis in relation to its operational, investing and financing activities; using derivatives that are only traded in highly liquid markets; - - - - - monitoring undrawn credit facilities; obtaining funding from a variety of sources; maintaining a reputable credit profile; managing credit risk related to financial assets; only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets. Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates and does not reflect management’s expectations that banking facilities will be rolled forward. c. Market risk Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of the holdings of financial instruments. The Company is exposed to movements in market interest rates on short term deposit. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The Company does not have short or long term debt, and therefore this risk is minimal. The Company limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have acceptable credit ratings. d. Interest rate risk Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Company is also exposed to earnings volatility on floating rate instruments. The Company is exposed to interest rate risk as the Company deposits the bulk of its cash reserves in Term Deposits. The risk is managed by the Company by maintaining an appropriate mix between short term and medium-term deposits. The Company’s exposures to interest rate on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. Interest rate sensitivity At 30 June 2023, the effect on loss and equity as a result of changes in the interest rate, with all other variable remaining constant would be as follows: Increase in interest rate by 1% Decrease in interest rate by 1% Interest rate risk is not material to the Company. 2023 $ 13,026 2022 $ 6,605 (13,026) (6,605) The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows: Note Floating Interest Rate Non-interest bearing 2023 Fixed Interest Rate Total 2022 Floating Interest Rate Non-interest bearing 2022 Fixed Interest Rate Total 2021 Financial Assets Cash and cash equivalents Trade and other receivables 6 7 1,302,567 - - 1,302,567 660,525 - - 304,290 - 304,290 - 113,472 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 - - 660,525 113,472 69 NOTE 18: FINANCIAL RISK MANAGEMENT Other financial assets 12 - - - - - - Total financial assets 1,302,567 304,290 - 1,606,857 660,525 113,472 Financial liabilities at amortised cost: Financial Liabilities - Trade and other payables - Other financial liabilities 13 14 Total financial liabilities - - - 263,893 - 263,893 - - - 263,893 - 325,426 - - - 325,426 - 325,426 Net Financial Assets 1,302,567 40,397 - 1,342,964 660,525 (211,954) - - - - - - - 779,997 325,426 - 325,426 448,571 NOTE 19: AUDITOR'S REMUNERATION Remuneration of the auditor of the Company for: Auditing and reviewing the financial statements NOTE 20: PARENT ENTITY INFORMATION 2023 $ 44,300 44,300 2022 $ 39,020 39,020 The following information relates to the parent entity, Gold Mountain Limited. The information presented has been prepared using accounting policies that are consistent with those presented in Note 1. ASSETS Current assets Non current assets TOTAL ASSETS LIABILITIES Current liabilities Non current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY FINANCIAL PERFORMANCE Profit (loss) for the year Other comprehensive income/(loss) for the year Total comprehensive profit/(loss) 2023 $ 2022 $ 1,615,294 773,997 9,751,518 15,249,890 11,366,812 16,023,887 263,272 325,426 - - 263,272 325,426 11,103,540 15,698,461 51,590,354 47,104,019 1,177,556 38,000 (41,664,370) (31,443,558) 11,103,540 15,698,461 (10,220,812) (18,072,128) - - (10,220,812) (18,072,128) GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 70 NOTE 20: PARENT ENTITY INFORMATION Remuneration Commitments There are no remuneration commitments apart from ongoing director and management fees incurred on a monthly basis. Guarantees Gold Mountain Limited did not commit to nor make guarantees of any form as at 30 June 2023. Contingent liabilities There are no contingent liabilities as at 30 June 2023. Exploration licence expenditure requirements The Company holds eight (8) exploration licences covering a total area of 413 sub-blocks in the Enga province, Papua New Guinea (collectively the Wabag Project) and is required to incur expenditures in total of $777,500 (PGK 2.13 million) with minimum spent of $234,000 (PGK 640,800) over the period Year 2022-2023. Five (5) of the Company’s exploration licenses are pending renewal. It is likely that the granting of the renewal application or any change in the licence areas at renewal or expiry will change the expenditure commitment obligations from time to time. The Company currently holds 35 licences in Brazil. There is no formal expenditure requirement per tenement however a budgeted expenditure is provided as part of the application process. It is anticipated that expenditure of $3,500,000 (BRL 11,900,000) will be incurred over the next 3 years NOTE 21: DIVIDENDS The Directors of the Company have not declared any dividends for the year ended 30 June 2023. NOTE 22: EVENTS SUBSEQUENT TO REPORTING DATE On the 21 July 2023, the Company announced a successful placement of ordinary shares had raised $2.25m before costs. There has not been any other matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial periods. NOTE 23: CONTROLLED ENTITIES Controlled Entities Consolidated Country of Incorporation Percentage Owned (%) Subsidiaries of Gold Mountain Limited: Viva No. 20 Limited GMN 6768 (PNG) Limited Viva Gold (PNG) Limited Abundance Valley (PNG) Limited Mars GMN Brazil Ltda Papua New Guinea Papua New Guinea Papua New Guinea Papua New Guinea Brazil 70% 100% 100% 100% 75% Unless otherwise stated, the subsidiary listed above has share capital consisting solely of ordinary shares, which are held directly by the group, and the proportion of ownership interests held equals to the voting rights held by the group. The country of incorporation or registration is also their principal place of business. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 71 NOTE 24: CASH FLOW INFORMATION Reconciliation of Net Cash (used in) provided by operating activities with Loss after Income Tax Loss Non-cash flows in profit: Options expense Impairments expense Unrealised Foreign Exchange Loss Depreciation expense Non-Cash movement on Non-Controlling Interests Changes in assets and liabilities (Increase)/decrease in trade and other receivables Increase/(decrease) in trade payables and other payables 2023 $ 2022 $ (10,209,547) (18,072,128) 95,000 (117,928) 8,988,069 16,877,900 - 57,989 3,889 - 140,195 - (300) 20,362 (20,099) (1,056,267) Net Cash (used in) provided by operating activities (1,084,999) (1,391,059) GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 72 DIRECTORS’ DECLARATION In the opinion of the Directors of Gold Mountain Limited (the Company): 1. The financial statements and notes thereto, as set out on pages 43 to 72 are in accordance with the Corporations Act 2001 including: a. giving a true and fair view of the Company’s financial position as at 30 June 2023 and of its performance for the year then ended; and b. complying with Accounting Standards and Corporations Regulations 2001; and 2. 3. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2023. This declaration is signed in accordance with a resolution of the Board of Directors. David Evans Executive Director Dated this 19th day of September 2023 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 73 ADDITIONAL SHAREHOLDER INFORMATION (as at 14 September 2023) A. Corporate Governance A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council during the period is contained within the Directors’ Report. B. Shareholding 1. Substantial holdings Shareholders Mars Mines Limited Citicorp Nominees Pty Limited Ms Chunyan Niu 1 2 3 Substantial Holding % of Issued Capital 182,102,741 125,541,193 120,412,664 8.025 5.533 5.307 2. Number of holders in each class of equity securities and the voting rights attached (as at 14 September 2023) Ordinary Shares In accordance with the Company’s Constitution, on a show of hands every number present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held. Options There were nine (9) classes of options with 310 holders of listed options (GMNO), 193 holders of listed options (GMNOB) and 10 holders of unquoted options at 14 September 2023. Option Code Exercise Price Holders Units GMNAT ESOP options Expiring 31 December 2025 GMNAU Unlisted options Expiring 26 October 2026 GMNAU Unlisted options Expiring 21 December 2026 GMNOB Listed options Expiring 25 March 2024 GMNAV Unlisted options Expiring 21 November 2023 GMNAW Unlisted options Expiring 23 November 2024 GMNAX Unlisted options Expiring 23 November 2025 GMNAY Unlisted options Expiring 23 November 2026 GMNO Listed options expiring 07 March 2026 $0.1475 $0.120 $0.120 $0.020 $0.012 $0.030 $0.035 $0.040 $0.010 Total on Register + Original exercise price of $0.1475 reduced by $0.0015 after Rights Issue 3 1 1 193 2 1 1 1 310 513 20,000,000 10,000,000 20,000,000 115,864,430 125,000,000 10,000,000 10,000,000 10,000,000 611,661,063 932,525,493 3. Distribution schedule of the number of holders in each class of equity security as at close of business on 14 September 2023. Ordinary Shares Spread of Holdings Holders Units % of Issued Capital 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001+ Total on Register 51 24 118 617 1,038 1,848 4,693 86482 1,093,271 33,063,828 2,234,830,313 2,269,078,587 < 0.01 <0.01 0.05 1.46 98.49 100% GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 78 Listed Options (GMNO) Spread of Holdings Holders Units % of Issued GMNOA 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001+ Total on Register Listed Options (GMNOB) 5 17 15 75 198 310 1,584 52,210 117,180 3,897,788 607,592,301 611,661,063 0.000 0.010 0.020 0.640 99.330 100% Spread of Holdings Holders Units % of Issued GMNOB 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001+ Total on Register 8 40 17 67 61 193 5,198 109,188 148,525 2,643,422 112,958,097 115,864,430 0.000 0.090 0.130 2.280 97.490 100% Marketable Parcel There are 2,893 non-marketable parcels at 14 September 2023, representing 2,269,078,587 shares. 4. Twenty largest holders of each class of quoted equity security The names of the twenty largest holders of each class of quoted security, the number of equity security each holds and the percentage of capital each holds (as at 14 September 2023) is as follows: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Ordinary Shares Top 20 holders and percentage held Shareholder MARS MINES LIMITED CITICORP NOMINEES PTY LIMITED MS CHUNYAN NIU MR CHIPS SUPER PTY LTD PAY CHUAN LIM BNP PARIBAS NOMS PTY LTD UOBKH A/C R'MIERS DIMENSIONAL HOLDINGS PTY LTD RAM SYSTEMS PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED THE SUMMIT HOTEL BONDI BEACH PTY LTD HELEN MIANG KIENG TAN MR BIN LIU BNP PARIBAS NOMINEES PTY LTD MR LIANG JIANG MR MATTHEW JON LIDDY TINKY INVESTMENTS PTY LTD MR SUWEI CHEN BNP PARIBAS NOMS PTY LTD MR GAK SAN SEAH 10 BOLIVIANOS PTY LTD TOP 20 TOTAL Other shareholders TOTAL ISSUED CAPITAL Holding 182,102,741 125,541,193 120,412,664 88,397,272 59,220,000 47,688,666 45,888,578 40,000,000 33,086,368 28,130,715 25,929,086 22,897,125 22,630,623 21,119,881 19,183,332 19,098,246 18,896,363 17,593,469 17,450,770 17,161,798 % of Issued Capital 8.025% 5.533% 5.307% 3.896% 2.610% 2.102% 2.022% 1.763% 1.458% 1.240% 1.143% 1.009% 0.997% 0.931% 0.845% 0.842% 0.833% 0.775% 0.769% 0.756% 972,428,890 42.856% 1,296,649,697 57.144% 2,269,078,587 100.00% GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 79 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Listed Options (GMNO) Top 20 holders and percentage held Optionholder MS CHUNYAN NIU MRS BELINDA POZNIK DIMENSIONAL HOLDINGS PTY LTD MR SHERMAN ALVO FRANCIS PICARDO DIMENSIONAL HOLDINGS PTY LTD MR VINCENZO BRIZZI & MRS RITA LUCIA BRIZZI CAP HOLDINGS PTY LTD SUPERHERO SECURITIES LIMITED LEHAV PTY LTD TRAYBURN PTY LTD EMERGING EQUITIES PTY LTD PAC PARTNERS SECURITIES PTY LTD TORO OSO PTY LTD MR EDWARD LEWIS KUSWANTO RAM SYSTEMS PTY LIMITED AUSTRALASIAN MICROBIAL SUPPLIES PTY LTD MR NING XIE MRS JIEYA ZHU DEALACCESS PTY LTD MR JOHN RICHARD TURNER TOP 20 TOTAL Other optionholders (GMNO) TOTAL ISSUED LISTED OPTIONS Holding 80,840,918 53,431,189 34,574,893 21,000,000 20,000,000 18,000,000 15,000,000 14,129,300 13,151,001 13,000,000 11,769,456 11,244,492 10,000,000 10,000,000 10,000,000 10,000,000 9,200,000 9,000,000 8,436,123 8,000,000 % of Issued Listed Options 13.217% 8.735% 5.653% 3.433% 3.270% 2.943% 2.452% 2.310% 2.150% 2.125% 1.924% 1.838% 1.635% 1.635% 1.635% 1.635% 1.504% 1.471% 1.379% 1.308% 380,777,372 62.253% 230,883,691 33.747% 611,661,063 100% GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 80 Holding 10,833,333 10,833,333 8,905,834 5,970,456 5,500,000 5,000,000 5,000,000 4,935,000 4,000,000 4,000,000 3,883,374 2,990,282 2,625,000 2,500,000 2,250,000 2,113,333 2,000,000 2,000,000 1,976,500 1,950,000 % of Issued Listed Options 9.350% 9.350% 7.686% 5.153% 4.747% 4.315% 4.315% 4.259% 3.452% 3.452% 3.352% 2.581% 2.266% 2.158% 1.942% 1.824% 1.726% 1.726% 1.706% 1.683% 89,266,445 26,597,985 115,864,430 77.044% 22.956% 100% Listed Options (GMNOB) Top 20 holders and percentage held Optionholder PAC PARTNERS SECURITIES PTY LTD EMERGING EQUITIES PTY LTD MARS MINES LIMITED MISS SIHONG ZENG MR MING SHING LOO ZERO NOMINEES PTY LTD JL AND RA ROBERTS PTY LTD PAY CHUAN LIM SUPER MSJ PTY LTD 1 2 3 4 5 6 7 8 9 10 SHALULAH FAMILY INVESTMENTS PTY LTD 11 MR MARTIN MUSIC 12 13 CITICORP NOMINEES PTY LIMITED 3M HOLDINGS PTY LIMITED <3M INVESTMENT A/C> 14 MR PAUL ROBERT GOUGH 15 MR STEVEN FOGGIATO 16 PRARITZ INVESTMENTS PTY LTD 17 MR ROHAN SCOTT BARTLETT 18 MS MARIE ANTOINETTE AGGABAO ABRERA 19 MS WAN MAN WU 20 MR MICHAEL ERIN HARKHAM TOP 20 TOTAL Other optionholders (GMNOB) TOTAL ISSUED LISTED OPTIONS 5. Company Secretary The name of the Company Secretary is Rhys Davies. Address and telephone details of the Company’s registered administrative: 24/589 Stirling Highway Cottesloe, WA 6011 Telephone: +61 497 846 996 info@goldmountainltd.com.au www.goldmountainltd.com.au Address and telephone details of the Company’s principal place of business: 24/589 Stirling Highway Cottesloe, WA 6011 Telephone: +61 497 846 996 Address and telephone details of the office at which a registry of securities is kept: Boardroom Pty Limited Grosvenor Place, Level 12, 225 George Street, SYDNEY NSW 2000 GPO Box 3993, SYDNEY NSW 2001 Telephone: 1300 737 760 (In Australia) +61 2 9290 9600 (International) Facsimile: 1300 653 459 GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 81 Stock exchange on which the Company’s securities are quoted: The Company’s listed equity securities are quoted on the Australian Securities Exchange Ordinary Shares – ASX Code: GMN Listed Options (exercise price $0.01 expiring 7 March 2026) – ASX Code: GMNO Quoted Options (exercise price $0.02 expiring 25 March 2024) – ASX Code: GMNOB Restricted Securities There are no restricted ordinary shares. Options Code Number Strike Expiry Restriction GMNAT GMNAU GMNAU GMNOB GMNAV GMNAW GMNAX GMNAY GMNO 20,000,000 $0.1475 31 December 2025 10,000,000 $0.120 26 October 2026 20,000,000 $0.120 21 December 2026 115,864,430 $0.020 25 March 2024 125,000,000 $0.012 2 November 2023 10,000,000 $0.030 23 November 2024 10,000,000 $0.035 23 November 2025 10,000,000 $0.040 23 November 2026 611,661,063 $0.010 7 March 2026 ESOP Vesting over 3 periods of 12 months per period N/A N/A N/A N/A N/A N/A N/A N/A Review of Operations A review of operations is contained in the Directors’ Report on page 12 of this Annual Report. Schedule of Tenements The Company’s Schedule of Tenements is on page 40 of this Annual Report. GOLD MOUNTAIN LIMITED ANNUAL REPORT 2023 82 

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